SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of October 30, 2009, is made and entered into by and among MIDATLANTIC
BANCORP, INC., a Virginia corporation ("MidAtlantic"), GAF MERGER CORP., a
Virginia corporation ("Merger Sub") and Greater Atlantic Financial Corp., a
Delaware corporation ("Greater Atlantic").
WHEREAS, MidAtlantic, Merger Sub and Greater Atlantic entered into an
Agreement and Plan of Merger, dated as of June 15, 2009 and as amended on
September 29, 2009 (the "Agreement"); and
WHEREAS, pursuant to the terms of the Agreement, Merger Sub will be merged
into Greater Atlantic with Greater Atlantic surviving the merger (the "Merger");
and
WHEREAS, Section 7.1(d) of the Agreement provides that the Board of
Directors of Greater Atlantic or MidAtlantic may terminate the Agreement in the
event the Merger is not consummated by October 31, 2009; and
WHEREAS, pursuant to Section 8.3 of the Agreement, MidAtlantic, Greater
Atlantic and Merger Sub desire to amend Section 7.1(d) of the Agreement to
extend the date on which the Agreement may be terminated if the Merger is not
consummated to November 15, 2009; and
WHEREAS, the Boards of Directors of each of the parties to the Agreement
have authorized the execution of this Amendment.
NOW THEREFORE, for valid consideration, the parties hereto agree as
follows:
Amendment to the Agreement. Effective as of the date of this Amendment,
Section 7.1(d) of the Agreement shall be amended as follows:
"(d) by either Acquisition Corp. or GAFC, in the event that the Merger is
not consummated by November 15, 2009, unless the failure to so consummate by
such time is due to the failure of the party seeking to terminate this Agreement
to perform or observe the covenants and agreements of such party set forth
herein; or"
[Signatures on next page.]
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.
MIDATLANTIC BANCORP, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
GAF MERGER CORP.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
GREATER ATLANTIC FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
[Signature page to Second Amendment to Agreement and Plan of Merger]
